Sec Form 4 Filing - STEFANOUDAKIS MICHAEL @ Resolute Energy Corp - 2017-03-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STEFANOUDAKIS MICHAEL 2. Issuer Name and Ticker or Trading Symbol Resolute Energy Corp [ REN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 1700 LINCOLN STREET, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2017 (Street) DENVER, CO80203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/08/2017 M 4,496 ( 1 ) A 79,996 ( 3 ) D ( 4 ) Common Stock 03/08/2017 F 4,406 ( 2 ) D $ 38.22 75,590 ( 3 ) D ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Rights ( 5 ) 03/08/2017 M 4,496 ( 5 ) 03/08/2017 Common Stock 4,496 ( 5 ) 0 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEFANOUDAKIS MICHAEL 1700 LINCOLN STREET, SUITE 2800 DENVER, CO80203 See Remarks Signatures /s/ Michael N. Stefanoudakis 03/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Outperformance shares received on satisfaction of criteria under Performance Share Rights granted in February 2014. The closing price of the Issuer's common stock on March 8, 2017, the date such shares were earned, was $38.22. ( 2 )Represents shares surrendered to Issuer to cover tax withholding obligations of the Reporting Person pursuant to Issuer's 2009 Performance Incentive Plan upon the earning of 4,496 Outperformance shares, the vesting of 2,320 shares that vested pursuant to Time-vesting criteria and 6,960 shares of restricted stock that vested pursuant to Performance-vesting criteria. ( 3 )Includes 32,127 shares of restricted stock subject to Time- and Performance- vesting criteria, which vest in annual installments in accordance with such criteria through March 8, 2020. ( 4 )Includes 11,000 shares held by the Reporting Person in an IRA account. ( 5 )Each Performance Share Right represents a right to receive up to the target number of shares of the Issuer's common stock (Outperformance Shares). Outperformance Shares are issued only upon achievement of specified thresholds of cumulative TSR compared to the cumulative TSR of a certain peer group of companies. Potential earning dates for such shares occurred in three annual installments commencing March 8, 2015 through March 8, 2017. ( 6 )Outperformance shares that were not earned as of the last vesting date are no longer eligible to be earned by the Reporting Person after such date.

Remarks: Exec. VP, General Counsel & Secretary

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